The Other Uncle
by Brainyxbat
Summary: Scar isn't the only uncle in The Lion King, you know! A series of oneshots starring The Lion King's Uncle Max. Rated T for future oneshots.
1. Babysitting

**(A/N: This is the first oneshot for this series called "The Other Uncle." They will center on Max. ;))**

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**Babysitting **

Summary: Max has to baby-sit his great-niece, Melody. How will it go?

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**Max's POV **

"Hey Max?" A familiar male voice startled me out of my thoughts. I turned around, and saw my nephew Timon and his wife Shenzi standing behind me. "Yeah?"

"Can you do us a favor?" Shenzi asked me.

"Depends," I crossed my arms, "What's the favor?"

"Can you baby-sit Melody for us?" Timon requested.

"Sure," I smiled, "I can do that." Melody is Timon and Shenzi's adopted daughter. Although she looks like a perfect combo of the two. I just love her; Unlike her father, she's an angel. She behaves well, and is just an overall sweetheart. "Why? You two going on a date?"

"Ye-e-ea-a," Timon smiled sheepishly, "Thanks, Uncle Max. She's with Ma right now, at the nests; You can just go over there. Good Luck," He smirked at me.

"Oh, believe me, I won't need it," I smiled, "Mel's an angel. She won't be a problem for me."

"Oh, and _I_ was a problem for you when I was her age?" Timon smirked.

"… Yes," I deadpanned, my eyes half shut, "Yes you were. You kept tickling me! BOTH TIMES I BABYSAT YOU!" I yelled out, surprising them.

"… Right," Timon smiled sheepishly, "Touché. Okay then, if you say so."

"Have fun on your date," I smirked, as I headed to where my great-niece and sister-in-law were at.

* * *

When I arrived, I found Nina first. Luckily, my great-niece was facing away from me, and didn't seem to acknowledge that I was behind her. "Hey Nina, I want to surprise Melody, okay?"

"Okay," She smiled, "Go ahead." She walked away to let me take over.

"Thanks," I smiled. My grin grew as I sneaked up to Melody; I wasn't going to traumatize her, quit thinking that! I wouldn't do that to her! "Ohhh," I started quietly, as my fingers spread out, "Melly!" I exclaimed, as I started tickling her little sides and back.

"Eeek! Eehehehehehehehehe!" She burst into a fit of adorable giggles, as she fell on her back. She had the cutest laugh ever… next to Vitawny's, in my opinion. Anyway, I stopped after she was on her back, and I leaned down, so my face was above hers. "Hi, Uncle Max!" She smiled up at me. For some reason, she refers to me as "Uncle" instead of "Great-Uncle." Oh well; I don't mind it at all.

"Hey cutie," I smiled back at her, as I sat up straight, and she stood up, "I'm going to be babysitting you, while your parents are out together. Doesn't that sound fun?"

"Yay!" She cheered, as I chuckled. Ugh, she's so adorable.

"So, what do you want to do?"

"Um…" Melody thought for a second, "Can we play tag? Please?" She used the puppy eyes on me, but she didn't need to do that; I'd do anything and everything for that child. I'm not kidding.

"Anything for you, sweetie," I smiled, before poking her side and running off. "You're it!"

"Hey!" She giggled, before chasing after me, "Come back here!"

"You'll have to catch me, kid!" I laughed, as I kept running. After about a minute, I was getting tired; Hey, I'm old! I get wiped out easily! Don't laugh. Since I wasn't watching where I was going, I crashed into another meerkat, as our foreheads clonked together, making a loud noise. "Ow!" I fell on my back, with my hand on my aching forehead.

"Ouch!" Turned out, it was Monti; He had recently moved in the Oasis with us. The weird thing about him? He hates bugs; I'm not kidding. It doesn't bother me, though. He only eats fruits and veggies, and luckily, the Oasis has plenty of that.

"Sorry Monti," I smiled sheepishly.

"It's alright," He smiled back, his hand on his forehead as well. "What are you running from?"

"My great-niece, Melody," I chuckled, "We're playing tag."

"Ah," Monti nodded in understanding. "Well, have fun," He told me, before walking away, rubbing his forehead. But then, he came back. "Your great-niece is adorable, by the way," He smiled.

"Yep," I nodded, smiling back, "She's an angel."

"Seems like she is," Monti smiled, before he walked away.

I looked around, trying to decide where to go, but a tiny paw poking my hip startled me out of that. "You're it!" Melody giggled happily, before running off. I chased after her, but she was getting far ahead fast. She's just a little ball of energy; A cute one, at that. All I am is a big ball of nerves (Emphasis on big; Don't even try telling me otherwise.) Anyway, to my surprise, I was actually catching up! I picked up the pace, and as I ran, I kneeled down, grabbed her sides, and lifted her up as she squealed from the surprise.

"Gotcha!" I smiled, as I held her close to me, and she giggled with joy. "What do you want to do now, Melly?"

"Um…" She thought for a second, "Hide-and-Seek?" She smiled with hope shining in her large, brown eyes.

"Okay," I nodded, "We can do that. You want to hide first?"

"Okay!" She smiled wider, before she suddenly jumped out of my arms, effectively surprising me. "No peeking!"

"One, two," Just to get to her a bit, I sneaked a peek from my right hand.

"Hey, don't peek!" She gave me an adorable glare, making me chuckle.

"Sorry babygirl," I smiled, before fully covering my eyes again. "One, two, three, four…" I heard Melody quickly walk off as I counted. Hopefully she wouldn't go too far. "… Five, Six…" I smirked, deciding to be a bit sneaky when I didn't hear her anymore. "… Ten!" I uncovered my eyes. "Ready or not! Uncle Maxie's a comin'!" I started looking around the area, praying she was in this area. "Me-e-elly! Me-e-e-elody-y-y-y! Where a-a-a-a-are yo-o-o-o-ou-u-u-u?" I drew out playfully, as I looked for a sign of a small patch of ochre fur and/or a tiny patch of red hair. By the nests, I saw the former under the one Timon and Shenzi slept in. Smirking, I decided to play dumb. "Gee, I wonder where Melody could be?" I wondered aloud, feigning oblivion. "Did she disappear, I wonder?" I heard her stifle a giggle.

Being as quiet as I can, I tiptoed to where she was, being careful on the grass. After kneeling down behind her, I inhaled quietly, lowering my hands down to her tiny body. "… Gotcha!" I exclaimed, as I lightly grabbed her sides. She squealed and giggled from the surprise, and turned around to look at me.

"You found me!" She cheered, as I hugged her happily. "It's your turn to hide now! Oh, wait! I can't count to ten," She said sadly.

"Okay; Just count as high as you can," I smiled widely as I let her go, and she nodded in agreement. "No cheating, little missy."

"Okay! One, t-two-o, three!" Out of the corner of my eye, I saw her peek a bit.

"Uhp!" I quickly knelt down in front of her again, "_No_ peeking," I poked her sides at "No," making her squeal and giggle again.

"Sorry, Uncle Max!" She smiled, before fully covering her eyes, "One, two, three!" I quietly went to find a place to hide, but since I'm much bigger than little Melody is, it was difficult. I was planning on going easy on her anyway. I settled with hiding under the nest, and on the tree trunk. Hopefully that wasn't too hard for her. "Four… five! Ready or not! Here I come!" Five? Not too shabby for a 4-year-old girl. I heard tiny footsteps walking around, as she was looking for me. I think I was starting to zone out, because I jumped bad when I felt a tiny paw poke my side. "Found you!" Melody giggled.

"You found me," I chuckled, as I stood up. "What do you want to do now?"

"Tickle Fight!" Like father like daughter. Without any warning, she jumped on my shoulders, and started tickling my neck.

"Ahehehehehey!" I giggled, as she was too. She then started brushing her tail and feet on my back and sides, respectively. "Heheheheheahahahahahaha!" I laughed, as I knelt down on my knees. "Mehehehehel, stohohohohohop!"

"No way!" She laughed, "This is fun!"

From my hysterical laughter, I fell down on my stomach, luckily not getting hurt. Melody then started tickling my sides with her little paws. All I was able to do was kick my legs, punch the ground, and laugh hysterically.

After about half a minute, I pinned Melody carefully on her back, and started tickling her little sides and tummy. "Eeek! Hehehehehehehehehe!" She burst into adorable giggles as she squirmed and thrashed about. When I scratched at her ribs, she became hysterical.

"Ooh, are little Melly's ribsies ticklish?" I cooed at her, as she laughed like a maniac. Normally I'd feel like an idiot talking like that, but that moment, I didn't. I guess I was a bit too close to her, because in a sneaky move, she started brushing her tail on my lower stomach. "Aahahahaehehehey!" I giggled, before covering myself with my arms, "You're a little sneak, aren't you?" She just giggled in response. "Y-you want to do something else? Being tickled tires out your ol' Uncle Max."

"Okay!" She nodded in agreement. You see there? If this was a young Timon, he would just keep tickling me until I'm about on the verge of wetting myself. But Melody just stops when I want her to. If they claimed that she wasn't adopted, I wouldn't have believed it; Because she is nothing like her parents in personality. "Uncle Max?" Melody's voice snapped me out of my thought. "You okay?"

"Y-yeah," I nodded, "I'm fine, sweetheart." I thought of what to do with her next, before an idea popped in my head. My dad always did this with me when I was a kit, and I fell for it every time. "Hey Mel? Can you close your eyes for me?" I asked her.

"… You're not going to tickle me again, are you?" She asked me nervously.

"No, I'm not gonna tickle you," I chuckled.

"Okay!" She smiled, before closing her big, brown eyes. I then reached down to her little black nose, grabbed it, and gently tugged on it, before drawing my hand away. I saw her wiggling her muzzle a bit, looking adorable.

"I got your nose," I smiled, before her eyes shot open.

"Huh?" Melody looked confused. "You have my nose?"

"Yep," I nodded, still smiling. Man, was I enjoying this. Her confusion was so dang adorable. "And it's all-l-l-ll mine now." I held my hand up when she tried to reach for it.

"I want my nose back!" She started crying, surprising me. I didn't think she'd cry!

"Uh, o-okay!" I stuttered out nervously, "You can have it back, girlie."

"I can?" She smiled, suddenly upbeat.

"Yep," I nodded, "Just say please," I smiled.

"Ple-e-e-ea-a-ase?" She smiled up at me, using the puppy eyes again.

"Alright," I nodded, "Close your eyes." She immediately did so. I then "put her nose back" on her face. "There you go, cutie."

"Thanks, Uncle Max!" She smiled happily, before jumping in my arms.

"You're welcome, sweetie," I chuckled, as I kissed her cheek.

"We're back!" Timon's voice startled me to the point of jumping, and holding Melody closer to me.

"Oh, h-hey," I stuttered, a bit out of breath from the unintentional scare. "How'd your date go?"

"It was fantastic," Shenzi smiled.

"That's good," I smiled.

"Did Melody behave for you?" Timon asked me.

"Yep," I nodded, "She was an angel." Melody giggled happily.

"That's good," Shenzi smiled, "Thanks for babysitting her."

"What all did you do?" Timon asked.

"We played tag and hide-and-seek, had a little tickle fight…" My nephew chuckled at the third thing, "And I played a little game of "Got Your Nose" with her."

"Sounds fun," Shenzi giggled, "Did she fall for the "Got Your Nose" game?"

"Yeah," I nodded, chuckling a bit. "She just started crying for me to give her nose back, and I did after she said please." Shenzi giggled at my little story, as I put Melody in Timon's arms, my own getting tired.

"Daddy, I'm sleepy," She told him. It was amazing how their fur colors matched just by coincidence. It just baffles me.

"Okay then," Timon smiled at her, "Me and Mommy will take you to bed for a nap, 'kay?"

"Alright," She nodded, before yawning, and laying her little head on his shoulder. Timon kissed her red hair as she drifted off to sleep.

"Again, thanks for babysitting her," Shenzi told me.

"You're welcome," I smiled, "If you need a babysitter for her again, just tell me. I'd be happy to look after her again."

"Will do," Timon nodded, before he and his wife headed for their nest.

I smiled as I watched them walk away. I never thought I'd say this, but I can't wait until I baby-sit her again.

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**(A/N: Well, that was the first one. There's more to come! The Lion King and its characters don't belong to me, but Melody does.)**


	2. Too Small

**(A/N: Warning; This one's... random. XD)**

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**Too Small **

Summary: "Uncle Max, dude, that shirt is way too small on ya! Wear another one." "Nah, don't feel like it," Max shrugged, before heading for the bathroom. "Oh, you'll feel like it soon, you'll see," Timon smiled devilishly.

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Max was laying on his back on the couch, his arms up by his head, and his back arched up a bit, as he was in a deep sleep. He was clad in black boxer shorts, and a white tank top. It was bunched up a bit, so it showed his pudgy tummy more than it already did.

"Uncle Max?" Timon came in, clad in clean clothes his fur damp due to just having a shower. "I'm done with my shower; You can have yours in a few minutes." He didn't get an answer. "Uncle Max?" Nothing. "Uncle Max!" Silence. Timon walked to the front of the couch, and gazed down at the sleeping meerkat. Seeing that his shirt was bunched up, Timon smirked, an idea coming in his head. He lowered his hand down, and started lightly tickling Max's exposed tummy.

"Hehehehehe!" Max burst into giggles as he squirmed and kicked his legs. "Stohohohohop!" He shoved Timon's hands away before standing up, and pulling his shirt down, making his tummy less exposed, but not by a lot. "What do you want?" He glared, not happy about being awoken.

"I said my shower's done, and you can have yours," Timon told him, before he chuckled at his uncle's clothes.

"What?"

"Uncle Max, dude, that shirt is way too small on ya! Wear another one."

"Nah, don't feel like it," Max shrugged, before heading for the bathroom.

"Oh, you'll feel like it soon, you'll see," Timon smiled devilishly. Deciding to give him a sneak peek of what was coming, he sneaked up behind Max, and lightly grabbed his bare hips with his fingertips for a split second. "Nyaa!" He exclaimed.

"Aahay!" Max yelled out, before covering his sides. "I hate when you do that!"

"I know, everybody does," Timon grinned widely, before he sat on the couch. Max rolled his eyes before grabbing a towel, and walking in the bathroom.

_10 minutes later _

Timon looked up from the TV when he heard the door open, and sure enough, there was Max, in the same clothes as before: Black boxers and a small, white tank top. Max had his arms up as he was drying his hair; From that, his shirt was ridden up, exposing more of his tummy. He decided to wait until Max's fur was fully dry; Wet fur didn't exactly feel pleasant.

About an hour later, Timon sat against the back of the couch, pretending to read a book, when a fully dry Max came out of his and Vitawny's bedroom. Timon quietly stood up and tiptoed over, when Max wasn't looking in his direction. He saw his uncle stretch his arms up, making his shirt rise up higher and expose his tummy more than the last times. Being quick, yet quiet, Timon sneaked over, and lightly grabbed his stretched, bare sides again.

"Aaah! Hehehehey!" Max laughed as his arms fell down to cover his sides. "Timon! I told you to quit doing that!"

"I know," The redhead smirked, "But it's too fun." He poked his back where it was bare, making Max jump and giggle.

"Quit it!"

"Nope!" Timon yanked down a rope he set up on the ceiling, and tied Max's wrists firmly together above his head, so his sides and belly were more exposed than ever before. Even a couple of his ribs and his waist were peeking out, since his pants were lowered a tiny bit.

"Timon, let me go!" Max kicked at him, but he jumped away, "Don't touch me!"

"Sorry, Uncle Max," Timon said with no sympathy as he walked behind his uncle, making his anxiety hit the roof. "Since you decided to wear that…" He referred to his shirt, "You're practically _asking_ for this!" He then started gently teasing Max's pudgy tummy.

"Ahahahahahahahaha!" Max burst out laughing, as he squirmed and tried to pull his arms down, but to no avail. "Tihihimohohohon, stohohohohop!"

"Nope!" The redhead smiled cheerfully, "Like I said, you were practically asking to be tickled!" He then started scratching at his bare ribs.

"Ehehehehehehehehe!" Max let out some giggly laughter, as his little body recoiled and he tried to arch back. When Timon traced light circles in his armpits, Max held in his hysterical laughter, biting his lip.

"Ooh, going there, huh?" Timon smirked, as he tickled faster and harder.

"Pbhaahahahahahahaha!" Max burst out laughing, as he squirmed wildly and Timon tickled all over his armpits. "Stohohohohohop! Nohohohohow! IhIhIhI've hahahahad ehenohohohohouhuhugh!"

"No you haven't!" The redhead teased, before he tickled all over his uncle's tummy, occasionally attacking his waist to make him laugh harder.

Tears started falling out of Max's eyes as he squirmed when Timon teased his quivering back, going under his shirt. He tried even harder to pull his arms down, yet still couldn't. The younger meerkat stopped to give his uncle a breather, so he wouldn't pass out. But he wasn't done; After he gives Max's sides a not-so-short tickle, he'd let him go.

"… Break over!" Timon quickly exclaimed, as he lightly grabbed his sides for the third time that day.

"Aaahahahaey!" Max shouted with laughter, as he nearly jumped out of his skin. Timon grabbed Max's shirt hem, and pulled it up, before stroking the right side of his ribs with his free hand. "Stohohohohohohop!" Max laughed, as he thrashed and squirmed wildly. He became even more hysterical when Timon tickled up and down his sides, going under his shirt. "Stohohohohohop! Rihihihihight n-nohohohohohow!" He stuttered out, as Timon teased his hips.

"Nope!" He smiled cheerfully, as he started softly poking up and down his quivering sides.

"Stohohohohohohop!" Max cried with laughter; He was officially desperate. His inhales sounded strained and painful before he unleashed more hysterical laughs. "Nohohohohow!"

Then to his delight, his arms fell down! He shoved Timon's hands away before running for his life. But the younger meerkat was faster; He pinned Max on his stomach, and lightly tickled his back after lifting his shirt up. "Aahahahahahahahaha!" Max shouted with laughter, "Stohohohohohohop!" He kicked his legs and punched the floor in desperation, "Nohohohohohow! STOHOHOHOHOHOHOP!" He screamed, as Timon tickled his sides and hips again teasingly.

Timon got Max on his back, and tickled his sides over his shirt. He tried to shove and/or kick him off, but the ticklish jolts all over his body prevented that. "STOHOHOHOHOHOHOP!" Max screamed, as Timon attacked his hips and went back up his sides, going under his shirt. He squirmed more wildly than he ever squirmed before as his nephew went back over his shirt, and up in his armpits, where he tickled intensely. He then tickled his clothed ribs, occasionally attacking his neck, so more giggles came out of his uncle's mouth. When he tickled his clothed sides again, tears gushed out of Max's eyes, soaking the fur on his cheeks and shoulders, and his shirt's straps. "STOHOHOHOHOHOHOHOP! IHIHIHI CAHAHAHAHAHAN'T BREHEHEHEHEAHAHAHATHE!" Max finally shrieked, "IHIHIHIHIHI'M GOHOHOHOHONNAHAHA FAHAHAHAHAIHIHIHINT!"

Thankfully for his lungs, Timon stopped, and jumped off of him. Max panted heavily as he covered himself as much as he could with his arms. "Timon Berkowitz, I swear if you ever do that again, I'll hang you with that rope!" He threatened through clenched teeth.

"We should do this again sometime," Timon smirked, ignoring his threat.

"We should," Max smiled, nodding in fake agreement, before turning serious, "If you have a death wish."

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**(A/N: Told ya it was random. XD The Lion King and its characters don't belong to me.)**


	3. The Garden

**The Garden **

Summary: Max visits a garden that has a horrifying field of certain plants.

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Max yawned and blinked his sleepy eyes barely open, but widened them when he saw the time; It was 9:50. He was planning on visiting a flower garden nearby to pick flowers for Vitawny for her birthday. He wanted to get there by the time the place opened, which was 10:00, so he'd get the best ones. He only wanted the best for her.

He scrambled out of bed, not noticing that he was still in his pajamas, and dashed out the door after giving his girlfriend a quick kiss on the temple. By the time he arrived, it was 10:01.

"H-hi," He greeted the only employee there, out of breath from running, "I, I, I want to get some f-flowers for my girlfriend."

"… You sure you don't want to run home, and change first?" The guy asked him, referring to his clothes. Max looked down, and saw that he was wearing his black boxer shorts, and white tank top that showed a bit of his tummy. He didn't care though.

"No," Max shook his head, "I only want the best for my girlfriend; Is that a crime now?"

"No," The guy raised his palms up, "But there's this field of plants that…"

"I don't care!" Max snapped, making him jump, "It's almost my girlfriend's birthday! Just let me in there!"

"A-alright!" He stuttered, before unlocking and opening the door, "Go ahead, sir; Uh, make your girl happy."

"Thanks," Max smiled, "I will." He calmly walked out the door, as the employee shut and locked it behind him.

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After a few minutes, Max saw a field of strange-looking plants. He furrowed his eyebrows in confusion, as he leaned in for a closer look. They looked like two-layered white flowers with four petals in the inner layer.

When he poked at it, the inner layer suddenly shot out, revealing a white hand grabbing his wrist! After only two seconds, he was completely restrained, as three other plants had a hold on his other wrist, and his ankles, and his arms and legs were spread out in an X position. "Hey, let me go!" Max yelled, as he tried to pull his arms and legs out of their restraints, but they seemed to have an iron grip. "Let go of me! I've got to get flowers for my girlfriend! Let go!" When he saw two more hand-plants come up, he started getting nervous. "D-don't touch me!" Max stuttered.

When the plants started stroking his ribs over his shirt, Max bit his lip, holding in his giggles as a smile grew involuntarily on his face. '_Oh man! Don't tickle!_' He thought, '_Please don't tickle!_' Max Berkowitz is _very_ ticklish; His sensitivity was his No. 1 weakness other than predators besides Shenzi, Banzai, Ed, and Vitawny. Anyway after a few seconds, one of the plants attacked his exposed tummy, going under his shirt a bit, as the one at his ribs used only its index finger. He struggled and squirmed, trying to escape, but to no avail. Max squeezed his eyes shut and puffed out his cheeks as his sensitive, recoiling waist was being poked at. It and a new plant then went up to his armpits, and tickled there, the one at his left using all its fingers, the one at his right using only one.

Then another plant slithered up his shirt from under him, and lightly tickled up and down his back. Max started sweating a bit on his face, and let out a little whimper, as he tried to arch his back up, but the plant followed his movements. When four more tickled his sides, which are his weak spots, Max whimpered louder as tears leaked out of his eyes. It had only been a minute since the demon plants caught him, but to him, it felt like hours. He then decided to just give in, and give them what they wanted; He figured if he did, they'd let him go. "AAAAHAHAHAHAHAHAHAHAHA!" Max screamed with laughter as he thrashed and squirmed wildly. "STOHOHOHOHOHOHOHOP! NOHOHOHOHOHOHOW! HEHEHEHEHEHEHEHELP! HEHEHEHEHEHELP MEHEHEHEHEHEHE!" He screamed, hoping somebody would come to his rescue.

In the building, the employee heard Max's screams of laughter, but stayed at his post. "I tried to warn him," He muttered to himself.

Outside, the poor, ticklish meerkat was jerking and thrashing more wildly than he ever did, and his shrieks of laughter were hysterical. He started trying even harder to escape, ignoring the powerful ticklish jolts all over his tiny body; Vitawny's smiling face urged him to keep trying. When he was tickled in between his ribs and hips, he let out a shriek, and struggled even harder.

After about a minute of the torturous tickles, Max finally broke free, and ran for his life until he was far away from those demon plants. Panting, he looked around the area, avoiding the tickle-field. After a while, he found some black and red roses, and chose to give some to Vitawny. '_Oh, this girl better like these!_' He thought, '_I went through torture to get them!_'

* * *

"Happy Birthday, girlie," He smiled at Vitawny, as he gave her the roses.

"Oh, these are beautiful! Thank you, Max!" She smiled happily, before she hugged him.

"You're welcome Vit," He hugged her back, "I'm glad you like them. I went through a lot to get them."

"What happened?" She asked him.

"Well…" Max hesitated, "I'd rather not talk about it."

"It was that painful?" Vitawny's blue eyes widened.

"Actually, it wasn't painful at all, but it was still horrible."

"Wait… you mean-?" Max nodded, confirming her unfinished question. "Man, that is horrible! Well, I'm glad you're okay."

"Thanks," He smiled, "I'm just glad you like the flowers."

"You kidding? I love them," Vitawny smiled back, "And you," She giggled, before pecking his lips.

"Thanks," Max chuckled, as he rubbed his nose on hers.

* * *

**(A/N: Yeah, this one was a bit shorter. XD The Lion King and its characters don't belong to me, but Vitawny does.)**


	4. Uncle Who?

**Uncle Who? **

Summary: Max protects Timon during a mild earthquake, but suffers a blow to the head, making him lose something very important: His memory.

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*Flashback*

_Timon and Max were home alone, not to mention bored, as the girls were having a "girl's night out". Pumbaa was doing who knows what. Max was currently laying upside down on the couch, with his lower legs over the back, while Timon was on the recliner. _

_A short time later when Timon was on his way back from the bathroom, the house started shaking violently. "Uh, what's going on?" Timon wondered aloud._

"_Earthquake!" Max exclaimed, before ducking under the coffee table. His eyes widened when he saw Timon standing out in the open, paralyzed with fear; It was too late for him to get to safety, but he had to do something. "Timon! Get under a doorway! Under a table! Under SOMETHING! Just-!" His heart stopped when he saw the ceiling above his nephew start cracking. "_**TIMON! LOOK OUT!**_" He screamed as in a panic move, he ran out in the open, and shoved the redhead out of danger. But before he could move himself, the ceiling piece broke off, and fell on his head, knocking him unconscious! _

"**UNCLE MAX!**_" Timon screamed, as he lingered in the doorway where he was shoved. Luckily, the shaking abruptly stopped after about a minute. "Oh God! Uh, I uh…" He tried to think of what to do after throwing the ceiling piece off his unconscious uncle. He went to move him, but quickly refrained, as he remembered learning that if somebody had a concussion, they couldn't be moved. After calling 911, Timon tried to think of what to do, while praying that there'd be no aftershock. He then decided to call the girls; He grabbed the phone again, quickly dialed his girlfriend Shenzi's number, and waited anxiously for an answer. _

"_Hello?" She answered after what seemed like an eternity. _

"_Shenzi! You're okay!" Timon blurted out, "Thank God!" _

"_I'm glad you are too," She responded, "That earthquake was intense! Is Max okay?" _

_Timon hesitantly stayed silent, afraid to tell her what happened; He couldn't stand it when a girl cried, especially if it was a friend, or Shenzi. He'd feel so guilty if Vitawny found out. It was his fault that he was hurt. "Well… I can't say whether he's okay or not." _

"_What?!" Vitawny's terrified voice startled him, "What happened to Max?!" _

"_Well…" He hesitated, "A large piece of the ceiling fell on his head; He's unconscious right now." _

"_Oh my God!" Vitawny yelled in horror, before, to Timon's dismay, she started sobbing hysterically. "Did you call an ambulance?" _

"_Yes, I did," Timon told her, "I don't know what to do now." _

"_Just wait, honey," His mother Nina told him, sounding like she was trying to sound calm, "We're on our way home now!" _

"_A-alright," Timon nodded, "Stay safe," He told her before hanging up._

*End of Flashback*

"Timon?" Nina's voice snapped him out of his thoughts. "The doctor said we can see Max now."

"Did he say he's alive?" Timon asked her quietly, assuming the worst, as he stood up.

"Yeah, he's alive," The doctor nodded, as the redhead sighed deeply in relief.

"Oh, thank God!" Vitawny exclaimed, looking like she had been crying forever.

"But he does have a mild concussion," The doctor explained, as Vitawny looked like she wanted to faint. Or puke; Or both.

"Come on, let's go," Shenzi stood on the floor, and they followed the doctor after he finished explaining about Max's condition. Timon wanted to throw up; He didn't want to see his uncle hurt with all those beepy machines attached to him. He shuddered just thinking about it. "You'll be fine, Timon," Shenzi assured him, as if she read his mind.

"I know, Shen. I just…" He hesitated, "I just don't think I'll be able to handle seeing Uncle Max so… injured."

"… I'll hold your hand," His girlfriend offered, before slipping her tiny hand in his.

"Thanks," He smiled, before kissing her temple. He prepared himself for what he was going to see as they all slowly walked in the room. They saw Max soundly sleeping, his chest rising up and down evenly. Timon could see a bruise forming on his head under his grey hair; The bruise and the guilt made him want to hurl.

"Max!" Vitawny whispered loudly; She broke into a run, but Timon pulled her back.

"Vitawny, we can't surprise him in any way," He told her, "He could have an anxiety attack."

"Okay," She nodded, before calmly sitting in one of the chairs.

"I'll… go first," Timon said awkwardly, before slowly walking up to his sleeping uncle. He wasn't sure why, but he lowered his hand on Max's face, and soothingly rubbed his cheek. He thought it just felt right. Nina smiled at her son's sweet gesture. He quickly drew his hand back when he saw Max start stirring. "Uncle Max?" He whispered, as the older meerkat opened his big, brown eyes.

"Ugh, my head," Max groaned in pain. He smiled as his uncle looked up at him, but as soon as he first heard Max's reaction, it disappeared immediately. His reaction was: "Who are you?"

"W-what?" Timon stuttered in shock, "C-c'mon, Uncle Max; You know me." He smiled nervously.

"No, I don't," Max shook his head, looking sincerely confused.

Timon wanted to cry, but stayed strong. "U-uncle Max, if you're playing a prank on me, you got me. Okay? Please tell me you're joking; I promise I'll laugh."

"No, I don't know you," Max shook his head again. Timon let a few tears out, but otherwise stayed strong. "Who are you? All of you?"

"He doesn't recognize us?" Shenzi asked Nina, who just shook her head.

"Oh, no!" Vitawny exclaimed, before she started sobbing in her hands.

"What's wrong with her?" Max asked Timon, referring to Vitawny, "Did I say something bad?"

"No," Timon shook his head, "She's your girlfriend, Vitawny. She's sad that you don't know her."

"I'm sorry, Vixey," Max told her, "I… wish I knew you."

"It, it's Vitawny," She stuttered through her sobs.

"Right, V-Vitawny," He stuttered.

"He has temporary memory loss," A doctor told the group, startling them all, especially Max. "It could be temporary, or permanent." Vitawny squeaked in horror at "permanent." Would she ever get the meerkat she fell for back?

"Permanent?!" Nina yelled, startling the doctor.

"I'm afraid so, Mrs. Berkowitz," He said remorsefully.

"When can he come back home?" Vitawny asked him.

"A few days, maybe a week," He told them, before walking out of the room.

"You alright, Max?" Nina asked her brother-in-law when she noticed his scared expression.

"Who are you again?" He asked her, looking confused.

Nina frowned sadly, before responding. "I'm Nina, your sister-in-law. I married your brother years ago."

"I have a brother?" Max asked them all, before turning to Timon. "Is he my brother?"

"No," Nina giggled, "He's my son, and your nephew, Timon. This here," She referred to Shenzi, "Is Timon's girlfriend, Shenzi. And my future daughter-in-law," She smiled.

"I thought you said Shenzi was my girlfriend," Max said, unintentionally mixing up the names.

"No," Timon shook his head, "'Least she better not be," He chuckled, only half joking. "Vitawny's your girlfriend." He referred to the red-haired, blue-eyed hyena.

"Oh!" Max smacked his own forehead, alarming Timon. "Sorry."

"Uncle Max, don't hit your head!" He scolded, "It's already injured enough," He said without thinking.

"What? What happened? How'd I hurt my head before?"

"Well…" Timon hesitated, "There was an earthquake," He started, as Max's brown eyes widened. "And me being my stupid self didn't get to safety, so you ran out there, pushed me out of the way, and a piece of the ceiling fell on your head."

"Oh my God!" Shenzi exclaimed in horror.

Vitawny looked like she wanted to throw up. "Um…" She quietly piped up, "I'm gonna… get some water from the caf. Be right back." She silently walked out, but then they heard her run.

"Is she okay?" Max asked them.

"I'll go check on her," Nina told them, before she stood up, and walked out. Sure enough, in the cafeteria, she found Vitawny seated at one of the tables. "Vitawny? You okay, honey?"

"No," She shook her head. "I apologize in advance, but Timon is such an idiot!" She cried, "Why didn't he move to a safe place?! If he did, Max wouldn't be here! He'd still have his memory!"

"Sweetie, calm down," Nina sat next to her, and rubbed her shoulder, "I'm not happy with Timon either, but he might've just been paralyzed with fear. Plus, he doesn't know what to do in an earthquake."

"I, I'm sorry!" Vitawny sobbed in the female meerkat's neck, "I… I just…"

"It's okay," Nina comforted her, "I understand; You just had to let it out. Here, I'll get you some water, and we'll go back to Max's room."

"O-okay," Vitawny nodded, sniffling and wiping her eyes as the two girls stepped in the back of the short line.

* * *

After they came back in the room, Vitawny spotted Timon sitting in one of the chairs, looking guilty. '_Good,_' She thought bitterly, as she gave him a menacing death glare. After a few seconds, he noticed her. "What's wrong, Vitawny?" He asked her.

Then something in her just snapped, and she just lost control. "YOU IDIOT!" She screamed, surprising everyone in the room, especially Max. "WHY DIDN'T YOU MOVE?! IF YOU HAD MOVED, MAX WOULDN'T BE HERE RIGHT NOW! YOU'RE SUCH AN _IDIOT!_" As the hyena was screaming, Nina noticed something that Vitawny didn't; Max was cringing in pain, with his hands on his temples.

"Vitawny, stop!" She told her, and she did after a few seconds.

"Can you please quiet down, Vixey?" Max asked her, his voice sounding strained, "My head is killing me."

She gasped quietly, before walking up to him. "Oh, I'm so sorry!" She cried quietly in his shoulder, although he still heard her. "I didn't know I was hurting you! I'm so sorry!"

"It's okay Vixey," Max comforted her, rubbing her back as he kissed her head. It just felt right to him.

"By the way, her name's Vitawny," Timon gently told him.

"Oh, sorry Vit," He told her. Upon hearing his words, her head snapped up with a smile on her face. "What are you smiling about?"

"You just called me Vit," She smiled.

"D-do you want me to call you something else?"

"No," She shook her head, "It's the nickname that only you are allowed to use when referring to me. I love it."

"Oh," He smiled.

"If anybody else calls her that, she's not a happy camper," Timon smirked.

"I'm still mad at you!" Vitawny growled at him, making him back away with his palms up. "If his memory doesn't come back, you're dead!" Timon just smiled nervously, before Vitawny turned away from him.

"Hey, guys!" Pumbaa suddenly burst in, badly startling Max, and subtly startling everyone else. "I felt the earthquake! Hi, Timon's uncle!"

"My, my name is "Timon's uncle"?" He furrowed his eyebrows in confusion, panting heavily as his hand over his rapidly-beating heart.

"No," His nephew shook his head, "Your name is Max Berkowitz."

"O-oh," Max panted from the scare.

"Pumbaa, don't scare him like that!" Timon told his friend.

"Oh, sorry!" He apologized. "What's wrong with him?"

"He lost his memory from a head injury," Vitawny explained, before glaring at Timon.

"Oh, that's terrible!" Pumbaa frowned sadly, "Max? My… name… is… Pumbaa!" He said slowly, as Max looked confused.

Timon rolled his eyes. "Pumbaa, he lost his memory, not his brain."

"Oh, sorry," The warthog apologized again, "Are you okay, Max?"

"Y-yeah, I guess so," He told him, "My head hurts though."

"Will you get your memory back?"

"I don't know," The older meerkat shrugged, "I could, but then again, this memory loss could be permanent."

"Oh no!" Pumbaa exclaimed in horror, "I hope you get it back."

"Thanks Phoebus," Max smiled, accidentally saying the wrong name.

"It's Pumbaa," The warthog gently corrected him.

"Oh, right," Max shook his head, "Sorry. Stupid memory loss." He went to hit his forehead, but Timon stopped him.

"It's okay," Pumbaa smiled, "Well, gotta go! I've gotta clean up my house! Get well soon, Max! Bye guys!"

"I will," Max smiled back, "Bye."

"Pfft, Phoebus," Timon snickered, before Vitawny smacked him upside the head. "Ow!"

* * *

About a week later, Max was able to go home, to the others' delight. They missed having him around, despite it being a somewhat short time. When they visited him, they told him about the "old Uncle Max."

"I brought some clothes for ya," Timon told him, as he held up a black duffle bag.

"Thanks," Max smiled, before taking the bag, and carefully sitting up.

"… You won't need help getting dressed, will you?" Timon smirked after a few seconds of silence.

"No," Max rolled his eyes as he took out a red tank top. "The only way you can help is by not peeking."

"Alright," Timon nodded, before turning away. He couldn't help but smile in ecstasy. His uncle was coming back. Slowly and surly, but coming back. He never thought this would happen, but he was going to be very cheerful when/if Max threatened to kill him for just poking his sides. He vowed to cherish those moments, no matter what, because you never know if you'll never experience them again.

"Okay, you can look now," Max's voice snapped him out of his thoughts. "But… what's the point of wearing this shirt if nobody can see it?"

"Here," Timon grabbed the front of his red, green, yellow, and black plaid button-up t-shirt, as his uncle flinched, making Timon smile, and undid about half of the buttons. "There you go." Max gazed down at himself.

"Why am I dressed like a teenager?"

"'Cause they're my clothes," Timon shrugged, "I wanted you to be as comfortable as possible." Because he couldn't resist, he suddenly poked his sides.

"Ahehey!" Max giggled, before glaring at him. "Don't do that!"

Timon smiled widely. "Oh my God; The old Uncle Max hated that."

"I don't blame him," Max grumbled.

The redhead smirked, and sneaked up behind him. "He also hated this," He said before he shot his hands up under his plaid shirt, and started tickling his sides.

"Aahahahaehehehey!" Max burst out laughing, as he squirmed and kicked his legs. "Stohohohohop thahahahahat!"

"Nope!" Timon smiled, as he kept it up, going up and down his ticklish sides and hips, occasionally attacking his pudgy tummy. Max tried to pull his nephew's hands out from under his shirt, as he squirmed and kicked his legs wildly.

"Tihihihimohohothyhyhyhy, stohohohohohop!"

"But this is fun! Wait…" He stopped when he just realized what his uncle said. But he kept his hands under his shirt. "Did you just call me Timothy?"

"Yeah," Max nodded, panting from the tickles, "That's your name, isn't it?"

"No," He shook his head, "It's actually Timon. Remember that," He smirked, tickling his sides again as he said "Remember that."

"Hehehehehey!" Max burst out laughing.

"Okay," Timon drew his hands away, "Let's get you home, uncle."

* * *

A few weeks later, Max had began recognizing the house he lived in with the other meerkats, and Shenzi and Vitawny. He had accidentally called Shenzi "Shelly", Vitawny "Vixey" again, Timon "Timothy" again, and Nina "Gina."

One day, Max had shot awake from a long night's sleep filled with memories with wide eyes.

He remembered everything.

* * *

**(A/N: The Lion King and its characters don't belong to me, but Vitawny does. For this oneshot, I got the inspiration from "Does Anybody Hear Her?" by Digidestend Angel and ImNotThomas, and "Remember December" by OreosGoRawr.)**


	5. Gang-Up

**Gang-Up **

Summary: After Pimon discovers why Timon likes tickling Uncle Max so much, he convinces Timon and the other boys to join him.

* * *

Pimon Minkoff was sitting on the couch in the friends' home, bored out of his mind. Timon Berkowitz was playing with Shenzi Hyena and wouldn't let him near her, Monti Schon and Tatiana McNeille were watching a movie in their room, Vitawny Hyena was in the shower, and Nina Berkowitz, and Cosmo and Evie were doing who-knows-what. Fred Bullock had convinced Alika, whom he had a crush on, to play a video game with him that Pimon found idiotic.

He was snapped out of his thoughts when he saw Max Berkowitz, Timon's uncle, walk by, not even seeing him. He then smirked evilly, remembering something that Timon liked to do so much: Scare the living daylights out of Max. To cure his boredom, Pimon quietly stood up, and using his stealth, he sneaked up behind him. When Max reached up to grab something, Pimon swiftly poked his armpits. Max let out a high-pitched yelp as his arms shot down to protect himself.

"Timon, you know I hate when you-!" He stopped when he saw it wasn't his nephew. "Oh, it was you, Pimon. I hate when Timon or anybody does that! So don't do it anymore, okay? Okay." He turned away from him, and went back to his business. But Pimon wasn't done; When he poked him, he actually had fun. He just then understood why Timon enjoyed it so much. Before Max could do anything, Pimon quickly ran one of his fingers down his back. "AAA! Hahaey!" Max yelped, "I told you to quit that!" He glared at him.

"No you didn't," The brown-haired meerkat smirked, "You just told me to stop poking you."

Max sighed heavily and rolled his eyes in aggravation; He was just as bad as Timon, if not worse. "Okay, I'm gonna be super clear here: Stop touching me!" He exclaimed before he started to walk away. But Pimon grabbed his sides for a split second, making him jump and yelp again. "STOP IT!" He yelled, before quickly walking away. Pimon smiled evilly as he watched him go; He was hatching an idea in his head. But he was going to need a little help.

* * *

Later, he gathered the rest of the boys sans Max in the living room, and naturally, Cosmo came too, but he said nothing of it. "Boys, and Cosmo," He quickly added, making her smile, "I just got a fun idea."

"Uh oh," Monti muttered.

"Well for starters, I just found out that Maxie is very ticklish," He told them.

"Old news, muscle-head," Timon rolled his eyes, "Old news."

"Just let him talk," Cosmo told the redhead.

"Alright."

"Thanks," Pimon told her. "Anywho, since it's always Timon who… you know," Cosmo and the boys nodded, knowing what he was talking about, "I think this time, all of us boys should."

"Can I watch?" Cosmo giggled.

"Okay," The brown-haired meerkat nodded, and she smiled happily.

"When?" Fred asked him.

"As soon as possible."

* * *

Later that day, Max was wandering the house, minding his own business, and unaware of what was going to happen. He eyed the whole living room suspiciously, before he reached up to grab something. But to his dismay, he felt two fingers poke his sides, making his arms fall down and protect his tiny body yet again. "Pimon! I told you to quit that!" He yelled, glaring at the brunette.

"I know," He smiled evilly, "But I prefer not to." He suddenly grabbed his sides, making him flinch spasmodically, and used all his muscles to lift him up.

"Hey! Put me down!" Max struggled and squirmed to get out of Pimon's grip. But when he squeezed his sides once, the ticklish jolts made him stop. "You put me down right now!" He commanded.

"Okay," Pimon shrugged, before setting him down in front of him, and holding his arms up behind his head with one hand. "Get ready, Maxie," He smiled evilly.

Max tried to yank his arms down, but flinched spasmodically again and shot his shoulders up to his ears when he felt a single finger tickle the right side of his neck. He squeezed his eyes shut and bit his lip, trying to hold in his giggles as a smile involuntarily grew on his face. As he was holding it in, he heard footsteps coming towards them.

"Is it time for me to step in?" He heard Timon say.

"Yep," Max heard Pimon respond. He heard shuffling noises, before he felt Timon tickling the left side of his neck with one hand, and his back with the other. Max's eyes squeezed shut tighter, and he bit his lip harder. He tried to arch his ticklish back away, but Timon kept his fingers on it. When his fingers stroked too close to his right side, he cracked.

"Baahahahahahahaha!" Max burst out laughing as he squirmed and kicked his legs.

"He cracked, Monti!" Timon called out, smiling widely, "That's your cue!" Monti came walking in, with one hand behind his back, and an uncharacteristically evil smile. After kneeling down by Max's right side, he revealed his other hand, which held a stiff, white feather. He brushed it in his right armpit, while his free hand lightly scratched his ribs. Max's little body recoiled from the light strokes as he laughed harder.

"St-stohohohohohohop!" Max yelled with laughter as his cheeks started flushing red. "N-nohohohohohohow!"

When Fred was waiting for his cue, Nina came up to him. "Hey Fred," She smiled at him, "What's up?"

"I'm waiting for my cue," He smirked.

"For what?"

"Just look in the living room," He told her, nodding his head to the said destination. She did so, and almost laughed in amusement at seeing Timon, Monti, and Pimon tickling Max all at once. "Hey boys," She smiled at them, standing at Max's left side, "Can I join?"

"Nohohohohoho!" Max shouted.

"Sure you can, Ma," Timon smiled back at her. Nina knelt down, and tickled Max's left armpit with one hand and a single finger, and his pudgy tummy with the other.

Poor Max started getting tears in his eyes, as his laughter was loud and completely hysterical; He was squirming and kicking his legs more wildly than before. When Monti started tickling in between his quivering ribs, the tears started to fall. Cosmo giggled with amusement as she watched the whole scene.

"Hey Fred! You can come out now!" He heard Timon call out.

"Yes!" He heard the goofy blond cheer, before hearing running footsteps come and then stop in front of him. To his dismay, he felt tickling fingers on his already-quivering sides and hips, his weak spots.

"AAAHAHAHAHAHAHAHAHAHA!" Max screamed with laughter, his mouth wide open as tears rained down his cheeks, and he squirmed and kicked his legs harder than before, almost kicking Fred in the face. "STOHOHOHOHOHOHOP! NOHOHOHOHOHOW!" He felt his tiny body flinch spasmodically as Fred's spider-like fingers traveled up and down his sides, Timon's go all over his back, Nina stroking all over his belly, Monti lightly scratching his sensitive ribs, Pimon and Timon tickling his neck, and Monti and Nina torturing his ticklish armpits. When Fred's index fingers unintentionally brushed his sensitive skin right where his fur turned paler on his belly, Max yelped and flinched again.

"Hmm… hey, Cosmo!" Fred called out to the female redhead, as terror filled the grey-haired meerkat's mind. "We got a good spot open for you!" Cosmo hopped off the chair, and walked to them.

"Where is it?" She asked him.

"You see where his fur pales right there?" Fred asked her.

"NOHOHOHOHOHOHO!" Max screamed.

"Uh huh," She nodded.

"Get him there," Fred told her.

"No problem." She smiled evilly. Max's tear-filled eyes opened, and he saw her revealing her long, not to mention extra tickly-looking, blue-polished fingernails.

"NOOOHOHOHOHOHOHO!" He screamed again, his eyes squeezing shut again as he shook his head in desperation. But to his horror, he felt those long nails tickling his tummy and sides where his fur paled. "AAAAHAHAHAHAHAHAHAAAA!" He shrieked, his head falling back on Timon's chest. He couldn't stop spasmodically flinching as Cosmo's two single nails traveled up his ticklish body to the top of his neck, back down to his recoiling waist, then up to his neck again. "STOOOOOHOHOHOHOHOHOOOOP! P-PLEHEHEHEHEHEAHAHAHAHASE!" He went from ordering to full pleading, as tears soaked his cheeks and shoulders. When they didn't let up and they continued for a few more seconds, Max suddenly had a bad feeling… in his bladder. "IIHIHIHI'M GOHOHONNAHAHA WEHEHEHEHET MYHYHYSEHEHEHEHELF!" He finally wailed with hysterical laughter.

"You are?" Nina confirmed.

"**_YEHEHEHEHEHEHES!_**" Max screamed at the top of his lungs.

"Hey boys, Cosmo, we better stop," She told the others as she stopped, before they followed her lead. Max's heavy panting was laced with giggles as he covered his quivering body with his arms and flopped on his back. He didn't bother to wipe his tears away, so his cheeks were soaked, and his shoulders were damp.

An exhausted Max stumbled in the bathroom, covering himself as much as he could, and shutting, not to mention locking, the door. After a while, he came back out, looking more relaxed, but still covering himself, and his cheeks and shoulders less wet. "Oh G-God," He stuttered, "I, I n-need a nap. An _extra-long_ nap." He stumbled up the stairs, using the railing more than usual, and in his room, where a damp Vitawny, who had just finished her shower, was waiting for him.

"Hi," She smiled at him, before seeing his condition, "You okay?"

"N-no," Max panted, "Those devil-boys, Nina, and Cosmo tickled me. Ugh, I almost made a mess."

"Oh," Vitawny's eyes widened.

"Yea," He nodded, "I just need a nap." He flopped down back-up on the bed, so his face was on his pillow, and he was out like a light.

* * *

**(A/N: At first, this was going to be a separate story, but I decided to post it with the rest of "The Other Uncle" oneshots, since it's about Max. XD Anywho, Max and the other meerkats don't belong to me, but Vitawny, and the ideas for Alika, Cosmo and Evie's names do.)**


	6. The Tickle Machine

**The Tickle Machine **

Summary: Timon builds a tickle machine, and convinces Max to test it for him without mentioning what it would do to him.

* * *

Timon Berkowitz marched into the house from the back door, feeling great pride. He had finished building a machine in the yard; All he needed was a test subject, and he couldn't exactly see if it worked if he himself was the subject. He smiled evilly as a certain someone came to mind; He tiptoed upstairs to his uncle Max's room. Max Berkowitz was currently asleep in his bed, back-up with his face in his pillow, and his right arm hanging down. He was wearing black boxer shorts, and a white tank top that was ridden up quite a bit, so his tummy, hips, and some of his back were revealed. His grey hair, which he was growing out, was spread out on the pillow.

"Uncle Max?" Timon said to wake him up, but the older meerkat remained asleep. "Uncle Max?" Nothing. "Max!" Silence. "Okay Uncle Max, you asked for this," Timon shrugged, smirking evilly as he walked up to him. He lowered his hands down to where his shirt didn't cover him, and quickly tickled his back, dangerously close to his hips. "Maxie!" He exclaimed. Before he knew it, he got a pillow to the face.

"AAH! Hahahaey!" Max burst out laughing, as he threw his pillow at the wise guy's face. He looked up and glared scarily at Timon, as his hair landed over his right eye, but he made no move to brush it away. To Timon, he looked like a creepy, elderly emo. "What?!"

"Guess what? I built something awesome in the backyard!" Timon smiled excitedly.

"… Fascinating; 'Night," Max deadpanned, before moving to lay back down.

"Wait!" Timon grabbed his wrist, making him stop and look back up at him. "I need a test subject to see if it works, and I can't exactly do it myself; Will you do it?"

"… No," Max said, before going to lay down again, but Timon grabbed his wrist again.

"Wait! Please?" He asked him, "Pleasey?" He stuck out his bottom lip in a pout, attempting to look cute.

Max sighed, and rolled his eyes in defeat. "Fine," He groaned, as he jumped on the floor.

"Awesome! Thanks!" Timon smiled again, "Come on!" He kept a hold of his wrist, and practically dragged him downstairs, and out in the yard.

Max's eyes widened and his thick eyebrows raised up when he saw the impressive machine. "I'm impressed, Timon," He told him, "This looks nice."

"Thanks," The redhead smiled, "Now to test it, just lay on that table face-up," He pointed to a silver table right in the middle that had pipes coming out of the underside. "Simple as that."

"Um, okay," Max shrugged, before walking to it. He went to lay on it, but when his bare back touched the metal, he shot back up. "Jeez, that's cold!" He grumbled, before pulling his shirt down as much as he could. He braced himself as he slowly laid on the table, cringing as where his back was still bare made contact with the frigid metal, along with his shoulders, the back of his head, and his legs. "Now what?"

"Okay Max," Timon let his evil smile grow, as he strapped his ankles on the table with metal cuffs, making sure they weren't too tight. "Get ready to test my new… Tickle Machine!"

"WHAT?!" Max screamed, his large brown eyes wide as he abruptly sat up. "NO! I'M NOT TESTING THIS THING! LET ME OUT OF HERE! RIGHT NOW!" He started thrashing and trying to kick his legs to free his ankles.

"Ne-ope!" Timon pushed him gently back down on the table, "You said that you would test this out, so no backing out now! You only have to test it this one time! I promise!"

Max sighed heavily in defeat, as he stopped struggling. "Fine." He calmed down, as he folded his arms over his ribs and chest.

"… Uncle Max?" Timon raised an eyebrow at him, "Your arms." Max sighed heavily again and rolled his eyes, grumbling as he raised his arms up to both sides of his head, and Timon strapped them down by his wrists. "Get ready," His evil smile grew as he grabbed a remote from the lawn table by the door. "We'll start with something… easy." He pressed a button, and on cue, a hand and a feather each on a tube popped up at his long, but small feet. Max was thankful that they were where he was least ticklish. The hand started tickling his left foot with its long nails, while the feather was at his right.

"Ehehehehehehehehe!" Max started giggling, as he instinctively tried to kick his legs, but since his ankles were held down, his knees were bouncing. Timon watched in amusement, ecstatic that his machine worked.

After a few minutes, Timon held up the remote. "Time to kick it up a notch," He announced, pressing the button again. The hand and feather stopped, and shot down their respective pipes, as Max panted from the laughter and tickles. He then had two more hands come out by Max's head; Once out, they started stroking the older meerkat's exposed armpits with their long-nailed index fingers.

"Aahahahahahahahahaha!" He burst out laughing, as he started struggling and squirming in his restraints. "Ohokahahahay, IhIhIhIhI've hahahahad ehenohohohuhuhuhugh!"

"Come on!" Timon scoffed, "It hasn't been that long!" He set the remote on the lawn table, and watched the machine tickle his uncle. After a minute, Timon had another two hands come out, and start scratching at Max's clothed ribs and bare, pudgy tummy.

"Aaahahahahahahaehehehehehe!" Max laughed harder, as his squirming increased in speed. "Ohohohokahahahahay, mahahahahake ihihihit stohohohohohop! Nohohohohohow!" When both hands attacked his belly, one curling its fingers in and out, and the other tracing random circles while pushing his shirt up, Max tried sucking in to avoid the tickly fingers, but they just moved down, and continued their torment. Timon ignored him, as he pressed another button; On cue, another hand by Max's legs popped out, pulled his shorts down a tiny bit, and started tickling his sensitive waist with one finger. "Eehehehehehehehehehe!" A giggly laughter came out of Max's mouth as his ticklish body recoiled repeatedly from the light strokes.

"You having fun, Uncle Max?" Timon yelled over the other meerkat's incessant laughter.

"NOHOHOHOHOHOHO!" Max screamed, as the hand at his waist tickled faster. "MAHAHAHAHAHAKE IHIHIHIHIHIT STOHOHOHOHOHOHOP!"

"I don't think so," Timon smirked, "They haven't hit every spot yet. But, you _can_ take a break." He pressed a button, and all the hands stopped at once, and shot down their tubes; Max panted heavily, as his tiny body quivered from the intense tickling. "You alright?"

"Just puh-peachy perfect," Max growled out, still panting.

"That's good," Timon smiled, ignoring his uncle's sarcasm, "Because in just a short minute, your break will be over!"

"Fa-fantastic," Max grumbled, still being sarcastic.

"So, you're actually enjoying this?" The redhead teased him.

"I WAS BEING SARCASTIC, YOU STUPID IDIOT!" Max suddenly screamed, scaring Timon as he was thrashing wildly in his restraints, "NOW LET ME OUTTA HERE!"

"Nope," Timon smirked, after recovering from the slight scare, "Like I said, they haven't hit every spot yet! Now… break over!" With a press of a button, the tickling at Max's tummy, ribs, waist, and armpits started all at once.

"Gyaaahahahahahahahahaey!" Max burst out laughing, as he wiggled and squirmed in a failed attempt to escape. "Stohohohohohohop ihihihihihihihit!"

"What? But we're just getting started!" Timon exclaimed in surprise, before letting an evil smile grow. "We're just getting started," He repeated with a more sinister tone, as he pressed another button.

On cue, two hands came out, and started lightly stroking Max's quivering, clothed sides with their index fingers. "GYAAAHAHAHAHAHAHAHAHA!" Max screamed with laughter, wiggling even faster as the hands' fingers traveled up and down his squirming sides, his thrashing increasing when they brushed his bare skin and fur. "MAHAHAHAHAHKE IHIHIHIHIHIT STOHOHOHOHOHOHOP!"

"Like I said earlier, we're just getting started," Timon smirked. After he pressed another button, two more hands came out, slipped under Max's ridden-up shirt, and started lightly tickling his bare hips.

"GRAAHAHAHAHAHAHAHAHAHAHAHA!" Max shrieked, as he wiggled and squirmed violently. He shrieked again when a stiff, black feather popped out, and brushed his neck and collar bone. Tears filled his eyes when the hands on his hips traveled up his bare sides, while the other two hands at the same spots attacked any untouched areas. 'STOHOHOHOHOHOHOP IHIHIHIHIHIHIHIHIT! MAHAHAHAHAHAKE IHIHIHIHIHIT STOHOHOHOHOHOP!"

"Okay, I think you've had enough," Timon decided, before pressing the Off button. But to his confusion, nothing happened. It kept mercilessly tickling his uncle.

"IHIHIHIHIHIHIHI SAHAHAHAHAHAIHIHID STOHOHOHOHOHOHOP!" Max shrieked, as all the hands, along with the feather, targeted his sides and hips.

"I'm trying!" Timon exclaimed, "The Off button's not working." He tried pressing it again, but the machine kept going.

"WHAAHAHAHAHAHAHAAT?!" Max shrieked, as tears fell down his cheeks.

"Come on, you piece of garbage!" Timon growled, as he punched the Off button repeatedly, before a breaking noise was heard, and his eyes widened. "Uh oh."

Poor Max was wiggling and squirming violently, and screaming with hysterical laughter as all the hands and the feather mercilessly tickled up and down his quivering sides, either going over or under his shirt, and teasing his bare hips. "GRAAAAHAHAHAHAHAHAHAHAHAHA!" Max shrieked at the top of his lungs, as tears shot down his cheeks, which started flushing red under his soaked fur. "HEHEHEHEHEHEHEHEHEHELP! PLEHEHEHEHEAHAHAHAHASE! OHOHOHOHOHOHOHO GOHOHOHOHOHOHOD, IHIHIT T-TIHICKLES SOHOHOHO BAHAHAHAHAHAHAHAD!"

"Hmm…" Timon tried to think of a way to help his uncle out of the demon device. Then he remembered: He strapped him in himself, with no buttons! "Wait!" He exclaimed, before running over to Max, and freeing his ankles with great struggle. He then freed his wrists with an equal amount of struggle, before he grabbed his wrists, and quickly yanked him out. Max laid in the grass, panting quite heavily as he covered himself with his arms.

"Oh,… oh," He panted, "Oh God… that was… ho-horrible!"

"I guess the machine broke while it was on," Timon reluctantly explained, "But I just remembered that I didn't use any buttons to strap you in, I did that myself, so I freed your arms and legs, and pulled you out."

"O-oh," Max panted, laying on the warm concrete by the door. "Ma-man, I'm glad that's over."

"You need any help standing up?" Timon asked him.

"Ye-yeah," Max nodded, so his nephew knelt down, put his arm on his shoulders, and helped him stand on his feet.

"Anywhere specific you want to go to?" Timon asked him.

"Just my bed," The older meerkat decided, "I need a nap; A _long_ nap."

(A/N: This was inspired by a fanfic by SuperMarioFan65 on deviantart and The Lion King Fanon Wiki. Timon and Max don't belong to me.)


	7. Show Me What I'm Looking For

**(A/N: Thanks for all the reviews! They mean a lot to me! Anywho, just a warning: This one is more angsty than the most of the last oneshots. You've been warned. Also, this takes place in an alternate universe, where Vitawny is Max's object of affections, instead of his girlfriend.)**

* * *

**Show Me What I'm Looking For (formerly titled, "Would it Matter?") **

Summary: After being harshly bullied by Pimon, Max believes that everyone is better off without him. Can Timon prove that he's wrong before he does anything drastic?

* * *

One night, Max was standing at the edge of a gorge in the Pridelands, gripping on a tree stump for support. "Do I really want to do this?" He asked himself out loud, staying quiet to avoid being noticed. His question was answered by a flashback from a few days, almost a week running through his mind.

* * *

"_Beat it, Pimon!" Max glared at the brunette, trying to look intimidating, but the tears in his eyes diminished that. _

"_Aww, is the ugly old man gonna cry?" Pimon taunted him. _

"_NO!" He yelled, as more tears welled up, "Now beat it, before you'll be swallowing your own head!" _

"_Always making threats," Pimon smirked, his muscular arms crossed, "That's one reason why nobody likes you; You threaten others over every little thing, and you're just plain fat and hideous. I'm surprised that I'm not throwing up right now just by looking at you." _

"_SHUT UP!" The older meerkat screamed. _

"_And one more thing: Vitawny, your pretty little crush, she'll _never_ like you," He continued his emotional torment, "No girl will _ever_ like you. Predators are even too disgusted to eat you. If nobody likes you, which is true, why don't you just kill yourself? You'll be doing the colony, and the world, a favor." _

_Max stayed silent, a scary glare on his face, before he kicked the bully right in the face, and marched away in a huff, trying to look confident. _

"_That's another thing!" Pimon yelled out to him as he tried to ignore him, "Nobody likes someone who is violent! And an ignorant! Now go and kill yourself like a _good_ ugly fatso!"_

_Max stayed silent as he walked even faster, until he was completely alone. Once no one else was around, he collapsed to his knees, and his face fell in his hand that wasn't supporting him, as heart wrenching sobs escaped his throat, his grey hair covering his fingers._

* * *

Max snapped out of the flashback, as he gazed down; The bottom of the gorge looked pretty far away. '_Perfect,_' He thought bitterly, '_I'll be doing the world a favor._'

He could've sworn he heard footsteps, but he brushed them off. He figured they were just his imagination; He stopped eating after Pimon's last words to him, so he was feeling light-headed anyway. And to add, he was also drastically skinny; His formerly, and slightly pudgy belly was now nearly non-existent, his formerly slim ribs were almost completely visible, and his large brown eyes were sunken in. His formerly soft grey hair was now slightly coarse from lack of nutrients, and hung limp over his forehead, and slightly covered his right eye.

Max hid the abuse from his sister-in-law Nina, his nephew Timon, and the latter's girlfriend (and Max's future niece) Shenzi. He ate in front of them to lessen any suspicion, but threw it up once he was alone. Luckily for him, none of them suspected a thing. _Or so he thought…_

Max had heard about a wildebeest stampede that happened years ago in the same gorge that he was at; Hopefully if the fall itself doesn't kill him, a stampede of will. "I'm gonna do it," He muttered to himself, before letting go of the stump and stepping even closer, too close, to the edge. Just before he could take that final step, a shout interrupted him.

"UNCLE MAX!" Timon screamed, as he ran over to him as fast as he could, before he grabbed his wrist, and yanked him away from the edge of the gorge. "WHAT ARE YOU DOING?!"

Max glared at him, his stick-like arms crossed. "I was enjoying the view," He lied in a growling tone, "Is that a crime now?"

But Timon saw through his lie. "_No,_ you _weren't,_" He shook his head, "I can tell that you _weren't_ "enjoying the view." Now tell me the truth."

Max stayed in hesitant silence, before he glared even harder. "Why do you care?"

"BECAUSE I CARE ABOUT YOU!" Timon screamed in anger mixed with disbelief, "WHAT DO YOU MEAN "WHY DO I CARE?" Who, who told you otherwise?" He asked him in a more calm tone.

"… Pimon," Max admitted quietly.

"What'd he say?"

"Well…" Max hesitated, "He said that nobody cares about me, or likes me. A-and that I'm hideous, and that… I should kill myself."

"What?!" Timon shouted in more disbelief, "He practically lies and insults the self-confidence out of you, and you _listen_ to him?!"

"You don't understand!" Max shouted as he abruptly stood up, but almost fell back down, "You don't know how I felt when he was saying those things! And you don't care about me! You were just saying that! Nobody cares about me!" He didn't give his nephew a chance to respond, before he broke into a run for the gorge.

"Uncle Max!" Timon shouted, as he ran after him, but unfortunately, he wasn't fast enough; Just as he made it to the gorge, to his horror, Max jumped over the edge! "**_NO-O-O-O-O!_**" Timon screamed at the top of his lungs, before he immediately broke down, shaking with loud sobs, his face in his hands. But a familiar voice snapped him out of it.

"What the-?" It was Max! Timon quickly wiped the tears out of his eyes, and looked down in the gorge, and saw that Max was laying on a branch. And to his delight, he was still alive! "Oh man!" He heard Max yell in frustration.

"Hang on, Uncle Max! I'm coming down to get ya!" Timon shouted down to him, before he started racking his brain for an idea. After about a minute passed, he thought of one; He grabbed a vine nearby, and tied it around the stump, and around his waist, before he started carefully lowering himself down the gorge.

"No!" Max yelled, but Timon ignored him; After a while, he made it to the branch. "Go home! Leave me be!"

"No!" Timon shouted, effectively startling him, "I'm not leaving you here to die! Pimon was, and is, wrong about you! Everyone loves you, and cares about you! He's just jealous of you! If you kill yourself, I'll follow your lead; I can't live without you!"

"But…"

"Let me finish!" The redhead cut him off, "Don't listen to Pimon ever again, you hear me?! We all care about you so much! And guess what? That girl Vitawny, that you have a crush on? She likes you back! She told me! What would she think if she realizes that you're this suicidal? And what would Dad think, if he were here? How would he react to his big brother killing himself for a bully? They'd both be heartbroken! Do you really want that?"

"… N-no," Max mumbled, but he was still audible.

"Right," Timon nodded, "Now… are you still going to end your life, taking away everything you ever had? Or are you going to go home with me, take my word for it that everybody loves and cares for you, and tell Vitawny how you feel about her?"

Max sighed shakily, gazing down at the gorge under them for a few seconds, before he turned to his nephew. "Let's go home." Timon smiled widely, as tears of joy filled his eyes; He pulled his uncle in a hug, before he pulled back only two seconds later, a look of horror on his face. "What?"

"Uncle Max, what happened to you?!" Timon exclaimed, "I can feel every bone in your body! You look like you haven't eaten anything in days!"

"That's because I haven't," Max reluctantly admitted.

"Why not? Did Pimon say you were fat?" The redhead cautiously asked him.

"Y-yeah," He nodded.

"Well, he's wrong about that too," Timon told him, staying calm, "You may not have been absolutely perfect, but it was perfect for you. And… I want the "perfect you" to come back. _All_ of him."

"E-even my-?" Max glanced down at his stomach.

"_All of him,_" Timon repeated more firmly, "Don't try so hard to look like everyone else, okay? You were perfect the way you always have been. It was _you._ Okay?"

Max sighed shakily again, before nodding. "O-okay. Let's go home now."

"Alright," Timon nodded, hugging him again, cringing in horror at the feeling of all his uncle's bones, before he pulled away after a few seconds. He kept Max close to him on his back, before he started climbing up, praying that the vine wouldn't snap. Thankfully they made it all the way up to the top. Since Max was weak from extreme hunger and dehydration, Timon carried him on his back the whole way home.

* * *

After a while, when they arrived back at the Oasis, Timon turned to the older meerkat. "Hey Uncle Max? We're home." Yet he didn't receive an answer, nor did the said meerkat move. "Max?" He started getting nervous, before he felt Max's boney chest moving up and down slowly, and heard him breathing quietly. Timon let our a sigh of relief when he realized that he was only asleep. He trudged to his uncle's nest, and gently laid him in it on his back.

"Timmy?" Nina whispered quietly, tiptoeing over to him.

"Oh, hi Ma," Timon smiled at her.

"Where have you been? I was getting worried."

"I'll…" He hesitated, "I'll tell you tomorrow."

"Okay," She nodded, "G'night." She walked to her own nest that was next to Max's. Once she was gone, Timon started walking to the nest he shared with Shenzi, who was already asleep, but he stopped, feeling hesitant. Shenzi wouldn't miss him for one night, right? He slowly turned back, and laid on his side next to Max. After scooting closer, he gently laid Max's head on his chest.

He still couldn't believe what was about to happen earlier that night. Max, his eccentric, paranoia-filled, but sweet and well-meaning uncle, was about to _kill_ himself! And over a brainless, heartless bully too! Timon let out quiet sobs, as he buried his face in Max's hair, his tears soaking it; He didn't care that it was coarse. All that mattered was that he was here and alive. Even though they had a quite a few fights, mostly on Timon's behalf, he still loved Max with all his heart, and hated seeing him hurt; Especially like this.

After a few minutes, he cried himself to sleep, his hands on Max's boney shoulders.

* * *

The next morning, Timon's heavy, tear-filled eyes blinked open; He wiped them before he looked down, and let out a sigh of relief when he saw Max still peacefully asleep, his deathly tiny body barely moving, aside from his chest.

"M-Max?" Timon stuttered, not wanting to shake him in any way; From how skinny he was, he was afraid that he would break him, "It, it's time to wake up."

"Huh?" Max's brown eyes barely opened, as he looked up at Timon, who internally cringed at all the bones showing in his neck. "O-oh." He gazed back down timidly. It was then that Timon just noticed how sunken in his eyes were. He looked like he hadn't slept in days, or weeks.

"Let's get you some breakfast," Timon suggested, as he carefully sat up, "A _big_ breakfast."

"Well…" Max instinctively hesitated, but nodded anyway. "O-okay." He slowly pushed himself up, his stick-like arms shaking as he did so, and stood up. Timon saw his legs shaking as well, so he helped support him.

* * *

Secretly, while quickly hunting for bugs and letting Max rest, Timon found Nina, and told her that he was going to tell her what happened the night before, while they have a bug breakfast with Max in the latter's nest. He had Shenzi and Vitawny come too. In a short time, Timon came back alone (Nina, Shenzi, and Vitawny were going to arrive once they're given the signal), and set the large amount of bugs in front of them.

Max grabbed a small bug, and looked very hesitant, but he slowly ate it anyway; When he swallowed it, he looked like he was going to be sick. When he wasn't looking, Timon secretly gave the signal to the others.

Nina came up to them first, as Shenzi and Vitawny closely followed respectively. "Hi Timmy," She smiled at her son, "Can we have breakfast with you?"

"Sure," Timon shrugged casually, "Go ahead."

"Thanks," Shenzi smiled, as she sat next to her boyfriend.

Nina went to sit next to her brother-in-law. "Good morning, Ma-!" She gasped in horror when she saw him up close. "Oh my God, Max! What happened to you?!"

"I… I uh," Max stuttered.

"I'll tell it," Timon offered, and the older meerkat nodded in thanks. "Um, Pimon was bullying Max a few days ago; He said that nobody likes or cares about him, and that he's fat and hideous. He even told him to kill himself; And last night, he was about to! On top of that, he's deathly thin! He hasn't eaten a decent meal, or anything at all, in days!" While he was explaining it, getting more emotional as he did, Max hid his face in his knees shamefully, to hide the tears welling up.

"Oh…" Nina's green eyes filled up with sympathy, as she turned to Max, who started shaking from his quiet sobs. "Oh, Max." She rubbed his shoulder, scared of how she felt all the bones, "Don't ever listen to Pimon, okay? Everyone loves and cares about you, and you were perfect the way you always have been."

Max lifted his head up, revealing his now red, sunken-in eyes and tear-soaked, skinny cheeks; Nina could see his cheekbones through his skin and fur.

"She's right," A lovely voice caught Max's attention. He looked up, and saw Vitawny gazing at him, her beautiful blue eyes filled with sympathy. "Pimon doesn't know you like we do; He has no right to say any of that nasty stuff about you. You're the most wonderful guy I've ever met."

For the first time in a few days, Max let a timid smile grow. "R-really?"

"Uh huh," Vitawny nodded, "Maybe once you're better, or before that, we can… go out sometime? Like, on a date?"

Max's smile grew, as a faint blush came on his cheeks. "I'd love to."

"Welp, you got your dream girl," Timon smiled at his uncle, "But, now onto important matters: Time to eat!" He grabbed a bug, and popped it in his mouth. "You don't have to eat too much," He told his uncle, after he swallowed, "Just eat as much as you can."

"Th-thanks," Max stuttered, as he slowly ate a big bug, that he was able to fit in the palm of his hand. He looked nauseous when he swallowed it, but he stayed strong.

Timon scooted closer to his uncle, and laid his head on his. "I'm so glad you're willing to make yourself feel better. Just keep up the eating and self-confidence, and you'll be back to your old self again. And also, after you're finished eating," He sniffed his head, and playfully grimaced, "You need to wash your hair."

Max chuckled, blushing in embarrassment as he ate another bug, smaller than the last one. "Yea; I just felt there was no need to, since I thought… y'know, nobody cared."

"Well, like mentioned earlier, everybody cares about you," Shenzi assured him.

"Thanks," Max smiled timidly, as he ate another little bug.

* * *

After a few weeks, Max was back to the way he was before Pimon nearly, and indirectly, ended his life. His bones were less visible, his hair was soft and clean again, and he was actually happy. He took Timon's advice on turning back to the way he was, and let his tummy grow again, although he still felt a bit self-conscious about it.

"Hi, Uncle Max," Timon smiled, as he walked up to him, "I'm glad to see you back to normal."

"Thanks," Max smiled back, "Though I'm still hesitant about…" He glanced down at his tummy, before he was interrupted.

"Don't be," His nephew told him, "It was what made you… well, _you_. You're perfect the way you are."

"I guess," Max shrugged timidly, "I just can't get Pimon's words out of my head."

"Ah," Timon understood. "Hmm… well, don't take his words to mind again. It hurt me a lot seeing you like that. Emotionally scarred, and looking like you were gonna starve to death."

"I, I'm sorry," Max mumbled, but was audible, "I guess I'm just stupid."

"No, you're not stupid!" Timon assured him, "Pimon's the stupid one! Okay?"

"O-okay," He nodded.

"Just… _trust_ me," Timon smirked, as he poked his tummy at "trust", making Max flinch and giggle.

"Aah! Hehehey! Don't do that!"

"Nope!" Timon smiled cheerfully, "Instead, I'm gonna do something that I'd wanted to do ever since I found you at the gorge, to cheer you up." He carefully pinned him down on his back, and sat on his legs. "But since you were so physically fragile, I decided to wait until you were better. And that time is… _now!_" At "now", he started tickling Max's now less visible ribs.

"Aahahahahahaehehehehehe!" Max burst into hysterical giggles, as he started squirming. "Stohohohohop ihihihihit!"

"Nope!" Timon smiled again, as he moved his hands down to his stomach. Max squeezed his eyes shut, as he tried to shield his ticklish tummy with his arms. After a few seconds, Timon stopped; He held Max's wrists together, as he stood up off his legs, and carefully sat on his arms, letting his wrists go. He then started tickling his ribs and tummy again.

"Eehehehehehehehehehe!" Max burst into giggles again, as he tried curling up to protect himself, but his efforts were in vain. He yelped and his shoulders shot up to his ears when Timon poked the sides of his neck. Tears came in his eyes when the redhead scribbled his fingers on his lower shoulders, and in his ticklish armpits. "Stohohohohohohop!" Max yelled, as Timon tickled his neck and collar bone. He jumped and let out a loud yelp when he felt two fingers poke his sides. "Noohohohohohohoho!" He screamed, as he felt 8 fingers tickling his sensitive sides and hips. "Stohohohohohohohohohop!"

"No stop?" Timon teased him, "Okay then! If you insist!" He increased his fingers' speed, as his hands attacked Max's ticklish sides, hips, and armpits.

"NOHOHOHOHOT WHAHAHAHAHAT IHIHIHIHI MEHEHEHEAHAHANT!" Max shrieked, as tears fell down his cheeks. He was squirming wildly, as he started kicking his legs. Timon slowed the tickles down to repetitive pokes, as Max's sensitive sides and hips flinched with every poke. His laughter slowed to mere hysterical giggles, but when the redhead wiggled his index fingers in his ticklish armpits, his giggles shot up to laughter again.

When Timon's fingers moved up his shoulders, still tickling, and up on the sides of Max's neck, the older meerkat's eyes squeezed shut again.

"Kootchie, kootchie, koo!" Timon teased him, as he used all his fingers on his uncle's ticklish neck.

"Stohohohohohop ihihihihihit!" Max screamed, as tears fell down his cheeks like waterfalls when Timon tickled his armpits and sides again. "STOOOOHOHOHOHOHOHOP!" He shrieked at the top of his lungs, as he was tickled right above his quivering hips and where his fur paled with index fingers only that alternated. "AAAAHAHAHAHAHAHAHAHA! AAAH! HAHAHAHAHAHAHAHAHAHA!" He wailed, as he started squirming violently.

Thankfully for his lungs, not to mention his sanity, Timon stopped, and jumped off his arms. "Feel better now?" He smirked.

"Y-yeah," Max smiled through his heavy panting, as he slowly sat up. "Th-thanks, Timon." His nephew smiled back, and pulled him in a hug. But it didn't last long; Max quickly pulled away, and laughed hard when he felt Timon lightly tickle his back with all the fingers on both hands. "Aahahahey!"

"Sorry," Timon smiled sheepishly, "I just couldn't resist."

"Oh," Max smiled back, covering himself with his arms.

"Like I said earlier, I'm really glad that I snapped you out of your depression before… y-you know," Timon choked out.

"Me too," Max nodded, before pulling Timon in another hug, resting his head on his left shoulder. Timon hugged him back tightly, his hand on the back of his head, and in his soft hair. He felt afraid that if he let him go, he'd take Pimon's words to mind again, will try to kill himself again, and this time… _succeed_.

He slowly and reluctantly pulled away, as Max followed his lead. "I hate to send you off so soon, but I believe you have a date," He smirked, as Max smiled. He and Vitawny had been dating for a couple weeks. They're weren't official yet, though.

"Right," He nodded, "Thanks!" He ran off to find her, secretly alarming Timon at how fast he was, not wanting him to get hurt.

Timon whipped around when he heard the grass rustling behind him; his blood boiled when he saw Pimon walk up to him.

"Oh!" The muscle-head smiled at Timon, as if they were friends, "Hey Berkowitz!"

"You got a lot of nerve, you know that?!" The redhead shouted, letting all his anger.

Pimon crossed his arms, trying to look confused. "I don't know what you're talking about."

"Yes, you do!" Timon shouted, "A few weeks ago, you insulted the self-confidence out of my uncle Max, and you made him almost kill himself! Have you no heart?!"

"Hah! I did not insult him," Pimon claimed, "I was being truthful, when nobody else would."

"Wha-?! I! I, I! WHAT?!" Timon was stuttering in disbelief. "THAT'S **_NOT_** BEING HONEST! IT'S ABUSE! IT'S BULLYING! HE ALMOST **_DIED_** BECAUSE OF YOU!" Without thinking, he threw a hard punch right in the bully's nose, before marching away.

As he walked away, he couldn't help but smile widely.

* * *

**(A/N: Yeah, so this one was a lot more angsty and tragic than most of the others. The canon characters don't belong to me, but Vitawny does. Pimon is from the Timon &amp; Pumbaa episode "Kahuna Potato." Also, the song in the title is by Carolina Liar.)**


	8. The Lecture

**The Lecture **

Summary: Max is trying to teach some kits about digging tunnels, but Timon keeps interrupting his lecture, revealing Max's weakness to the mischievous children.

* * *

"Okay, we'll begin with reviewing the basics." Max was teaching a group of kits about digging tunnels; A job he immediately accepted. He just hoped that they'd be more cooperative than his nephew Timon was, er _is._ "You have to watch where you're going, when you're digging tunnels. If you don't, then you could crash into something. Or some_one._" The kits looked bored today; On his first day, he brought his girlfriend Vitawny with him, and some of the young boys went gaga over her. This time, she wasn't with him. "Also, if you want your tunnels to be smooth, then use all of your hands, not just your fingertips." One of the boys raised his hand up, his tiny fingers spread out. "Yes, Bakari?"

"Where's Vitawny?" He asked him with an innocent voice.

Max sighed heavily, rolling his eyes in annoyance. This was the fourth time he was asked that. "She's busy, Bakari; She can't always be here, y'know."

"We want Vitawny!" Another boy named Bunga exclaimed.

Max puffed out his cheeks and squeezed his eyes shut to avoid giving them an earful of you-know-what. "WELL, SORRY THAT I'M NOT GOOD ENOUGH FOR YOU, YOU LITTLE TWITS!" He screamed, and they immediately shut up. He took a few deep breaths to calm down, his large brown eyes shut. "Okay, like I was saying…"

Meanwhile, Timon was watching the lecture from behind a tree a distance away from the group. He widened his eyes when he heard Max's angry yelling. He was amused by the fact that the kids preferred Vitawny. He decided to spice up the lesson a bit. With a little fun. He sneaked over, being as quiet as he can, before he was right behind his uncle.

"You can't look upwards, downwards, or sideways, when you're digging," Max explained. Timon had to hold back a yawn to avoid getting busted. "You have to look _straight ahead..._" He pointed in front of him for emphasis, "To ensure that you're going the right- Aahehe!" He let out a giggle and his shoulders shot up to his cheeks, when he felt 8 fingers tickling his neck for a second. We whipped around, and glared at Timon. "Don't do that!" He told him, "I'm trying to teach here." He turned to the kits, who were stifling giggles. "Sorry about that, he's my idiot nephew Timon."

"Hi kids," Timon waved at them, smiling, before they waved back.

"So, _as I was saying,_" Max began irritably, "Here's a little tip for you; Start being careful when the dirt becomes more loose than usual." Behind him, Timon was making tickling gestures at Max's neck and sides, making the kits try and not laugh. "I'm glad you're actually interested now," Max smiled, oblivious to his nephew's actions, "If you fall in an underground cave or something, don't feel scared or discouraged; Just start digging again, and go upward…" He pointed up at the sky for emphasis, "Until you reach the surface of the- Aahahahey!" His shoulders shot up again when Timon poked the sides of his neck. The kits started giggling a bit, enjoying the show. "Quit it!" He exclaimed, glaring at him again. "Anyway, plant roots? Avoid them at all costs; They could- GYAAH! Hahaha!" He burst out laughing when he felt a finger lightly run down his back. He whipped around, and gave Timon, who was smiling widely, a death glare. "Stop it!" He turned back around, and before he could even say anything else, Timon ran his index fingers quickly down his sides. "Gyaaahahahaha!" Max burst out laughing. Before he could do anything, Timon grabbed him, and held his wrists together behind his back. His free hand was gently laid on his uncle's belly, his fingers not moving… yet.

"Hi again, kids! You've learned enough about digging tunnels today, don'tcha think?" Timon smiled, kits nodding in agreement, as Max started struggling. "I'll teach you something even better: How to have fun!"

"Yay!" The kits cheered.

"We're gonna play a little game called: Tickle the Teacher!"

"Yay!"

"NO!" Max screamed, as he started thrashing wildly. "Don't touch me-eehehehehehehehehehe!" He burst into a fit of giggles, when Timon started tickling his belly with his free hand. "Stop! Stop ihihit! STOHOHOHOHOHOP!" He screamed, as he started thrashing wildly, when Timon lightly scratched his hip for a second.

"Who wants to tickle him?" Timon asked the kits.

"We do!" They all exclaimed at once.

The redhead made his uncle go down on his knees, so he was more accessible, and he kept his hands together. "He's all yours!"

"Yay!" The kits cheered, before they ran over to them.

"NO!" Max screamed, "Don't you da-aaahahahahahahahaha!" He burst out laughing when he felt tiny, tickling fingers on his belly, ribs, feet, and back. Timon tickled his armpits one at a time with his index finger on his free hand. "Stohohohohop ihihihihihihit!" He yelled, as only his tummy, ribs, back, and armpits were attacked. After about a minute, the backs of his knees were tickled as well; The electric jolts made him try to kick his legs, but they were held down, effectively preventing him from doing so.

"Okay kids, I'm gonna teach you all how to effectively tickle someone!" Timon smiled at the kits, after they stopped and gave him their attention, "I've become an expert, since I grew up with the most ticklish meerkat ever!"

"NO!" Max screamed, as he was panting from the previous torment, before he started thrashing and squirming. "LET ME GO! LEAVE ME ALONE!" His nephew was stronger, however, since he was able to pin him on his back, with his hands above his head, effectively exposing his sides and armpits.

"Okay then," Timon ignored his uncle, while carefully sitting on his arms, as he took out a toolbox from behind his back. "Here's your first lesson, kids: Tools." He opened the box, revealing numerous feathers, fluffy leaves, and cattails. "When it comes to tools, feathers are most effective." He grabbed two stiff feathers, and brushed them in Max's armpits.

"Gyaahahahahahahahahaha!" He burst out laughing, as he started squirming wildly.

"See how effective they are, kids?" Timon asked them, as he kept it up, and the kits nodded their heads. Stopping the tickling, he put the feathers back, then pushed the box closer to them. "Here, you try! Pick anything you want."

"Yay!" The kits cheered, before they browsed the box's inventory.

"No!" Max yelled, as he started thrashing again, "Leave me alone! I've had enough!" But as expected, he was ignored; He burst out laughing when he felt feathers, leaves, and cattails on his ribs, belly, knees, and feet. One kit was using the quill end of her fluffy feather to draw soft circles on his hip bone, making his skin quiver under the light touch.

"Ooh, nice technique!" Timon praised her, "Creative, and _very_ effective."

"You really think so?" She asked him timidly, keeping up the torment.

"Yep," Timon nodded, "You've got skills, kid."

Max's eyes started filling up with tears, as he couldn't stop laughing and squirming; He felt electric jolts shoot up his legs when coarse and tickly cattails were brushed under his knees, and fluffy leaves were sawed in between his toes. Plus, feathers were wiggled in between his ribs, and even blades of grass stroked his pudgy belly. And as if that wasn't bad enough, Timon was using his sharp fingernails in his armpits.

"Okay kids, let him breath for a while," The redhead told the kits about a minute later, as he drew his hands away. Thankfully, they stopped as well, as Max started panting again. "Now, for our final lesson for the day: One's weak spots!"

Max's brown eyes widened, before he thrashed and squirmed wildly. "NO! NO! NOT THAT! LET ME GO!" He screamed in desperation.

"When you tickle someone's weak spot, their reactions are more wild, and they're more prone to pleading for it to stop," Timon lectured, as Max continued to struggle. "Now then, Max's weak spots are right _here._" At "here", the redhead jabbed his index fingers into Max's sides. The older meerkat let out a loud yelp, and a harsh flinch. "Now watch, kids." Timon lowered his hands down, and started slowly and lightly tickling his sides. To retaliate, Max bit his lip, and held in his hysterical laughter. Timon raised an eyebrow in surprise; He wasn't expecting this, to be honest. He had known Max all his life, and he knew that if his sides and/or his hips were tickled, he'd go bananas! To make him crack, he increased his fingers' wiggling speed, and he moved his hands up and down. Max's hands bunched into fists, as he fought the ticklish jolts in his body, and the urge to laugh like a maniac.

"Well kids, sometimes they hold it in, because they think you'll give up, and stop," Timon explained to the kids, "But verbal teasing can get them to crack. Just watch and listen." He leaned down closer to Max's face with a devious smirk. "Cootchie cootchie coo!" He decreased his speed, as he started drawing slow, light circles up and down his sides, and on his hips. Max squeezed his eyes shut, as he let out a little whimper through his lips and teeth. "I can use some help," Timon smiled at the kids, as he scratched at the sides of his uncle's ticklish ribs, "Use anything you want."

"N-noohohoho!" Max yelled, before clenching his teeth, and puffing his cheeks. But without hesitation, the kids grabbed the feathers, leaves, and cattails back out of the box, and wiggled them on his quivering sides. Some kids even used their tiny fingers, and their sharp little nails. Max's hands clenched tighter, as he let out another whimper. After a few seconds however, he just decided to give up. "GYAAAHAHAHAHAHAHAHAHAHAHA!" He screamed with laughter, as he thrashed and squirmed wildly. "STOHOHOHOHOHOHOHOHOP!"

"Nope!" Timon smiled, as he kept it up, while the kits did too, "They need to learn!"

"NOHOHOHOHOHO THEHEHEHEY DOHOHOHOHOHON'T!" Max shook his head, as tears flew out of his eyes, "P-PLEHEHEHAHAHASE STOHOHOHOHOHOHOHOHOP! AAHAHAHAHAHAHAHAHAHAHAHA!" He begged through hysterical shrieks. But sure enough, they kept it up; From every scratch, brush, and stroke on his squirming sides and hips, he was going more and more crazy.

After a few minutes, just when he thought he was going to lose his mind, the torturous tickling stopped, and his arms and legs were released. As soon as his arms were released, Max covered himself as much as he could, as he was panting heavily, and even sweating a bit.

"Hey Uncle Max, it looks like it's getting late," Timon pointed out casually, "I think you should take the kids home."

"Wh-why don't _you_ take them home?" Max panted, "They obviously like you more than me."

"But _you_ were their teacher in the first place," Timon retorted, "So _you're_ taking them home." He then smirked. "Or do I have to _make_ you?" He wiggled his fingers towards his uncle's sides, as the older meerkat burst out laughing, despite not being touched at all.

"N-nohoho! Please dohohohon't!" Max begged, as he curled up, "I'll take them home, okay?!"

"Okay," Timon smiled, as he drew his hands away, "But why were you laughing? I wasn't even touching you!"

"Because I did," Max retorted, as he slowly stood up, "I'll just tell the parents that I did a lot of digging," He decided, as he started leading the kits back to the burrows.

* * *

**(A/N: If you're getting tired of reading about Max getting tickled, I don't care. These are my stories; I'll write whatever I want. Anywho, Max and Timon don't belong to me, but Vitawny and the kits do.)**


	9. All We Want For Christmas is You, Maxie!

**(A/N:I know this is one day late, but I was busy yesterday, and had writer's block. I don't own the song that I altered for this story, or any of the characters except Vitawny.)**

* * *

**All We Want for Christmas is You, Maxie! **

Summary: When Max is feeling depressed (because of Pimon's bullying) on Christmas Eve, Timon and their friends try to cheer him up with a song, slightly altered so it dedicated solely to him.

* * *

On Christmas Eve evening, Max Berkowitz secretly set some presents he purchased in his and Vitawny's bedroom, under the bed, before he walked outside to relax. He stepped out on the front porch, and plopped down on one of the chairs, gazing out at his surroundings. He was clad in a "Gingas" graphic t-shirt that he borrowed from his nephew Timon, black and white Vans, medium indigo jeans, and a matching denim jacket.

He smiled as he thought of Vitawny smiling brightly once Christmas Day arrived. He only hoped that she would like what he bought for her; He found a red plaid dress with the short sleeves, collar, and shoulders made of black lace, and some kind of sleepwear. '_What was it? A doll or something?_' He thought, '_I don't get it._' It was actually a black babydoll with red lace coming down from under the bust, to the waistline. A black thong was included with it, but he decided to leave it out, because she didn't wear them anyway. She'd be happy with just the top, he hoped.

Max stood up, deciding to take a walk, but was stopped by Pimon, the bully on the block. "What're you doing, Berkowitz?"

"Taking a walk, before I wrap gifts," Max raised an eyebrow at him, before he tried to walk away.

"Ohh, gifts huh?" Pimon smirked, "Good luck getting any yourself!" He cracked up laughing.

Max puffed out his cheeks to avoid exploding at the heartless moron. "I am! I always do!"

"Yeah right," The brunette scoffed, "Don't go cryin' to me when you get nothing from your so-called "loved ones." Have a very merry Christmas!" He taunted, "Oh wait; Actually, don't!" He laughed again, before he walked away. Tears came in Max's eyes when he stomped back to the porch, and in the house.

"Uncle Max?" Timon raised an eyebrow when he saw his uncle looking unhappy, "What's wrong? Are you okay?"

"Eh," The grey-haired meerkat shrugged, "Pimon just came along, and told me that I won't get anything tomorrow."

"Pfft, he's being ridiculous," Timon scoffed, "Of course you're getting presents! Why wouldn't you?"

Max simply shrugged, his expression remaining solemn, before he walked up in his room. Timon watched him go, as his heart ached for him. He had to do something to cheer him up, but what? All of a sudden, a light bulb went off in his head.

* * *

The next morning, Timon woke up bright and happy, but when he saw Max still looking depressed, his smile disappeared. Strangely though, instead of his pajamas, he was wearing dark denim jeans, a black and dark blue plaid flannel shirt, black Converse sneakers, and a black t-shirt that humorously read "Merry Christmas, Ya Filthy Animal" in white letters, with white reindeer, Christmas trees, snowflakes, and polka dots. "Hey uh, Uncle Max?"

The older meerkat looked up at him. "What?"

"I uh, I want to show you something," He told him, before he gestured for him to follow, "Come on."

"I'm not in the mood," Max sighed, as he flopped down on his bed, and turned over on his side, so he was facing away from his nephew.

"Aww, come on," Timon smiled, as he walked up to him, "Cheer up." He started poking at his back and neck, making him flinch.

"Ehehehehehe!" He giggled, as he shrugged his shoulders up, "Quit ihit!" Then Timon stroked his side with his sharp nails, making him squirm. "Aahahahahahey! Ahahahalrihihihihight!" He swiped his hand away, "I'll go!" He stood up, and followed his nephew.

* * *

"Okay, what is it?" Max asked Timon, after he plopped down on a stool.

"You'll see," The redhead winked, before he turned to the dining room doorway, "Okay guys, now!" To Max's surprise, the rest of their friends, consisting of Monti, Tatiana, Alika, Nina, Evie, Cosmo, and even Fred, trotted in the living room, all dressed in different Christmas outfits. It was then that he noticed that his nephew was dressed in one too. "Merry Christmas, Uncle Max," He smiled, before he cleared his throat.  
"**_We don't want a lot for Christmas  
__There is just one thing we need,_**" He started,  
"**_We don't care about the presents  
__Underneath the Christmas tree_ _We just want you for our own  
__More than you could ever know  
__Make our wish come true...  
__All we want for Christmas is you...!_**"

Soon, all the friends joined in.  
"**_We don't want a lot for Christmas,  
__There is just one thing we need,  
__Don't care about presents,  
__Underneath the Christmas tree!  
__We don't need to hang our stockings,  
__There up on the fireplace,  
__Santa Claus won't make us happy,  
__With anything on Christmas day!_**"

Timon stepped up, as he went solo. "**_We just want you for our own,  
__More than you could ever know!  
__Make our wish come true,  
__All we want for Christmas is you,  
__You, Maxie!_**" He finished, before Vitawny jumped in.

"**_Oh, I won't ask for much this Christmas  
__I won't even wish for snow,  
__I just gonna keep on waiting,  
__Underneath the mistletoe!_**" Shenzi then chimed in after Vitawny finished.

"**_I won't make a list and send it,  
__To the North Pole for Saint Nick!  
__I won't even stay awake to,  
__Hear those magic reindeer click!_**"

"**_'Cause I just want you here tonight,_**" Vitawny sang,  
"**_Holding on to me so tight,  
__What more can I do?  
__Baby, all I want for Christmas is you, you Maxie!_**" Vitawny finished, before they all sang together.

"_**Oh yeah, all the lights are shining so brightly everywhere!**  
_**_And the sound of children's laughter fills the air!  
__And everyone is singing,  
__I hear those sleigh bells ringing!_**" Timon went solo again.

"**_Santa won't you bring me the one I really need  
__Won't you please bring my uncle to me?_**" Max couldn't help but smile widely, but timidly shrunk it.  
"**_Oh, I don't want a lot for Christmas  
__This is all I'm asking for  
__I just want to see uncle  
__Standing right outside my door!_**" He finished, before the others collaborated.

"**_Oh, we just want you for my own  
__More than you could ever know  
__Make our wish come true  
__Maxie, all we want for Christmas...is...you...! You, Maxie!  
__All we want for Christmas is you!_**"They finished with wide, hopeful smiles.

Max let his smile grow back before, to everyone's surprise, run over to Timon, and pull him in a hug. The redhead was deeply surprised at this; The two of them hardly ever hugged each other, and when they did, it was usually Timon who initiated it. Pushing his shocked feelings aside, he reciprocated the affectionate gesture, as the others smiled at them. "Th-thanks Timon," Max stuttered timidly when they drew back, "All of you," He turned to the others at his last statement, "That really helped me."

"You're welcome," Vitawny smiled, before she carefully ran to them, and hugged Max from behind.

"Now that you're feeling better," Shenzi started, "Let's open our presents!"

* * *

**(A/N: I know this isn't my best, but whatever. I was too lazy to add in outfit descriptions, but you can find them on my Polyvore account. Merry Christmas!)**


End file.
